exv10w75






Exhibit 10.75




QUEST RESOURCE CORPORATION

2005 OMNIBUS STOCK AWARD PLAN

NONQUALIFIED STOCK OPTION AGREEMENT




(Non-Employee Director)




To: William Damon III (“you” or the “Grantee”)




NOTICE OF GRANT:




          As a director of Quest Resource Corporation (the “Company”), you have been granted an option
(the “Option”) to purchase common shares, $0.01 par value per share, of Quest Resource Corporation
(“Shares”), subject to the terms and conditions of the Quest Resource Corporation 2005 Omnibus
Stock Award Plan (the “Plan”) and the Option Award Agreement between you and the Company, attached
as Exhibit A, as follows:




	 	 	 	 	 	 	 
	 

	 	Grant Date:
	 	August 15, 2007

	 

	 	Total Number of Shares Subject to Option
	 	Fifty thousand (50,000)*

	 

	 	Option Price per Share ($):
	 	$ 10.05	 
	 

	 	Expiration Date:
	 	August 15, 2017







          In order to fully understand your rights under the Plan (a copy of which is attached) and the
Option Award Agreement, attached as Exhibit A, you are encouraged to read the Plan and this
document carefully. By accepting this Option, you are also agreeing to be bound by Exhibit
A. Please refer to the Plan document for the definition of capitalized terms used in this
Agreement.




	 	 	 	 	 
	 	QUEST RESOURCE CORPORATION

 	 
	 	By:  	/s/ Jerry Cash 	 
	 	 	Jerry Cash, 	 
	 	 	President and CEO 	 



 









 






	 	 	 	 	 



EXHIBIT A




AGREEMENT:





     In consideration of the mutual promises and covenants contained herein and other good and
valuable consideration paid by the Grantee to the Company, the Grantee and the Company agree as
follows:



     Section 1. Incorporation of Plan



     All provisions of this Award Agreement and the rights of the Grantee hereunder are subject in
all respects to the provisions of the Plan and the powers of the Board therein provided.
Capitalized terms used in this Award Agreement but not defined shall have the meaning set forth in
the Plan.



     Section 2. Grant of Nonqualified Stock Option



     As of the Grant Date identified above, the Company grants to the Grantee, subject to the terms
and conditions set forth herein and in the Plan, the right, privilege, and option (the “Option”) to
purchase that number of Shares identified above opposite the heading “Total Number of Shares
Subject to Option,” at the per Share price specified above opposite the heading “Option Price per
Share.”



     Section 3. Exercisability of Option




	 	(a)	 	Except to the extent the Option is permitted to be transferred to a person set
forth in Section 8(b) of this Award Agreement, during the Grantee’s lifetime, this
Option may be exercised only by the Grantee. As of the dates specified below, this
Option, except as specifically provided elsewhere under the terms of the Plan or this
Award Agreement, shall become exercisable with respect to that number of shares under
the column stated “Number of Shares Subject to Option Exercisable,” provided that the
Grantee is serving as a director of the Company on the specified date:





	 	 	 	 	 
	 	 	Number of Shares Subject
	Date	 	to Option Exercisable
	Prior to August 15, 2007

	 	 	-0-	 
	August 15, 2007

	 	 	10,000	 
	August 15, 2008

	 	 	20,000	 
	August 15, 2009

	 	 	30,000	 
	August 15, 2010

	 	 	40,000	 
	August 15, 2011

	 	 	50,000	 







	 	(b)	 	In the event of the Grantee’s death or Disability while the Grantee is serving
as a director of the Company, the Option shall become fully exercisable. In the event
that the Grantee dies or becomes Disabled following the Grantee’s Termination of
Affiliation, the exercisability of the Option shall not accelerate due to such death or





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	 	 	 	Disability and shall be exercisable only to the extent it was exercisable on the
date of the Grantee’s Termination of Affiliation.





     Section 4. Method of Exercise



     Provided this Option has not expired, been terminated or cancelled in accordance with the
terms of the Plan, that number of shares subject to the Option which are exercisable in accordance
with Section 3 above may be exercised, in whole or in part and from time to time, by delivery to
the Company or its designee a written notice to the Company or its designee which shall:




	 	(a)	 	set forth the number of Shares with respect to which the Option is to be
exercised (such number must be in a minimum amount of 50 Shares);
	 
	 	(b)	 	if the person exercising this Option is not the Grantee, be accompanied by
satisfactory evidence of such person’s right to exercise this Option; and
	 
	 	(c)	 	be accompanied by payment in full of the Option Price in the form of cash,
personal or certified bank check or electronic wire transfer payable to the order of
the Company or any other means allowable under the Plan which the Company in its sole
discretion determines will provide legal consideration for the Shares.





     Section 5. Expiration of Option



     Unless terminated earlier in accordance with the terms of this Award Agreement or the Plan,
the Option granted herein shall expire at 5:00 P.M., U.S. Central Time, on the tenth
(10th) Anniversary of the Grant Date (the “Expiration Date”). In the event the
Expiration Date is a Saturday, Sunday or any other day which is a holiday of the United States
Federal Government (a “Non-Business Day”), then the Option granted herein shall expire, unless
earlier terminated in a accordance with the terms of this Award Agreement or the Plan, at 5:00
P.M., U.S. Central Time, on the first day that is not a Non-Business Day (a “Business Day”)
following such Expiration Date. In no event may the Option be exercised after the Expiration Date,
whether such exercise is with or without the consent of the Company, the Board or the Grantee,
unless such extended exercise period is permitted by regulations issued under Section 409A of the
Internal Revenue Code (and approved by the Board).



     Section 6. Effect of Termination of Affiliation



     If the Grantee has a Termination of Affiliation for any reason, including termination by the
Company with or without Cause, voluntary resignation, death, or Disability, the effect of such
Termination of Affiliation on all or any portion of this Option is as provided below.
Notwithstanding anything below to the contrary, in no event may the Option be exercised after the
Expiration Date whether such extended exercise period is with or without the consent of the
Company, the Board or the Grantee, unless such delayed exercise is permitted by regulations issued
under Section 409A of the Internal Revenue Code (and approved by the Board).



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	 	(a)	 	If the Grantee has a Termination of Affiliation within the Option Term due to
the Grantee’s ceasing to be a director of the Company, the Option may be exercised by
the Grantee at any time prior to 5:00 P.M., U.S. Central Time, on the ninetieth (90th)
calendar day following the Grantee’s Termination of Affiliation (but in no event later
than the Expiration Date). In the event that such ninetieth (90th) day shall not be a
Business Day, then the Option shall expire at 5:00 P.M., U.S. Central Time, on the
first (1st) Business Day immediately following such ninetieth (90th) day. In any such
case, the Option may be exercised only as to the Shares as to which the Option had
become exercisable on or before the date of the Termination of Affiliation.
	 
	 	(b)	 	If the Grantee dies or becomes Disabled within the Option Term (A) while he or
she is a director of the company, or (B) within the ninety-day period referred to in
clause (a) above, the Option may be exercised by the Grantee or the Grantee’s
Beneficiaries entitled to do so at any time prior to 5:00 P.M., U.S. Central Time, on
the 365th calendar day following the date of the Grantee’s death or
Disability (but in no event later than the Expiration Date). In the event that the
365th day is not a Business Day, then the Option shall expire at 5:00 P.M.,
U.S. Central Time, on the first (1st) Business Day immediately following such
365th day. In any such case, the Option may be exercised only as to the
Shares as to which the Option had become exercisable on or before the date of the
Grantee’s death or Disability, or at such time as the Grantee ceased to be a director
of the Company, whichever is earlier.
	 
	 	(c)	 	In the event the Grantee has a Termination of Affiliation during a Change in
Control Period (which is the one year period following a Change of Control) and such
Termination of Affiliation is initiated by the Company or a Subsidiary other than for
Cause or initiated by the Grantee for Good Reason, then all Options shall immediately
become exercisable and may be exercised, in whole or in part, for ninety (90) days
following such Termination of Affiliation (but in no event later than the Expiration
Date).





     Section 7. Investment Intent



     The Grantee agrees that the Shares acquired on exercise of this Option shall be acquired for
his/her own account for investment only and not with a view to, or for resale in connection with,
any distribution or public offering thereof within the meaning of the Securities Act of 1933 (the
“1933 Act”) or other applicable securities laws. If the Board so determines, any share
certificates issued upon exercise of this Option shall bear a legend to the effect that the Shares
have been so acquired. The Company may, but in no event shall be required to, bear any expenses of
complying with the 1933 Act, other applicable securities laws or the rules and regulations of any
national securities exchange or other regulatory authority in connection with the registration,
qualification, or transfer, as the case may be, of this Option or any Shares acquired upon the
exercise thereof. The foregoing restrictions on the transfer of the Shares shall be inoperative if
(a) the Company previously shall have been furnished with an opinion of counsel, satisfactory to
it, to the effect that such transfer will not involve any violation of the 1933 Act and other
applicable securities laws or (b) the Shares shall have been duly registered in compliance with the
1933 Act and other applicable state or federal securities laws. If this Option, or the Shares
subject to this Option, are so registered under the 1933



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Act, the Grantee agrees that he will not make a public offering of the said Shares except on a
national securities exchange on which the common shares of the Company are then listed.




     Section 8. Nontransferability of Option




	 	(a)	 	Except as provided above in Section 6(b) (in the event of the Grantee’s death)
or below in Section 8(b), or as otherwise may be provided in the Plan, no portion of
the Option granted hereunder may be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated, other than by will, by the laws of descent and distribution.
All rights with respect to the Option granted to the Grantee shall be available during
his or her lifetime only to the Grantee.
	 
	 	(b)	 	Pursuant to conditions and procedures established by the Board from time to
time, the Board may permit the Option to be transferred to, exercised by and paid to
(a) the Grantee’s child, stepchild, grandchild, parent, stepparent, grandparent,
spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law (including adoptive
relationships), (b) any person sharing the Grantee’s household (other than a tenant or
employee), (c) a trust in which persons described in (a) or (b) have more than 50% of
the beneficial interest, (d) a foundation in which persons described in (a) or (b) or
the Grantee owns more than 50% of the voting interests; provided such transfer is not
for value. Any permitted transfer shall be subject to the condition that the Board
receive evidence satisfactory to it that the transfer is being made for estate and/or
tax planning purposes on a gratuitous or donative basis and without consideration
(other than nominal consideration).





     Section 9. Status of the Grantee



     The Grantee shall not be deemed a shareholder of the Company with respect to any of the Shares
subject to this Option, except to the extent that such Shares shall have been purchased and issued
to him or her. The Company shall not be required to issue or transfer any certificates for Shares
purchased upon exercise of this Option until all applicable requirements of law have been complied
with and such Shares shall have been duly listed on any securities exchange on which the Shares may
then be listed.



     Section 10. No Effect on Capital Structure



     This Option shall not affect the right of the Company to reclassify, recapitalize or otherwise
change its capital or debt structure or to merge, consolidate, convey any or all of its assets,
dissolve, liquidate, windup, or otherwise reorganize.



     Section 11. Adjustments




	 	(a)	 	Except as provided in Section 11(b) below, in the event of any change in the
number of outstanding Shares effected without receipt of consideration therefor by the
Company, by reason of a merger, reorganization, consolidation, recapitalization,
separation, liquidation, stock dividend, stock split, share combination or other change




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	 	 	 	in the corporate structure of the Company affecting the Shares, the aggregate number
and class of Shares subject to this Option and the exercise price of this Option
shall be automatically adjusted to accurately and equitably reflect the effect
thereon of such change; provided, however, that any fractional share resulting from
such adjustment shall be eliminated. In the event of a dispute concerning such
adjustment, the decision of the Board shall be conclusive.






	 	(b)	 	Section 11(a) above shall not apply to the 2.5:1 reverse stock split effective
October 31, 2005, as all Awards made under this Award Agreement have given effect to
such reverse stock split.





     Section 12. Amendments 



     This Award Agreement may be amended only by a writing executed by the Company and the Grantee
which specifically states that it is amending this Award Agreement; provided that this Award
Agreement is subject to the power of the Board to amend the Plan as provided therein. Except as
otherwise provided in the Plan, no such amendment shall materially adversely affect the Grantee’s
rights under this Award Agreement without the Grantee’s consent, nor may any such amendment extend
the time the Option may be exercised as specified in Sections 5 and 6 above (except as such an
amendment may otherwise be permitted by regulations issued under Section 409A of the Internal
Revenue Code).



     Section 13. Board Authority



     Any questions concerning the interpretation of this Award Agreement, any adjustments required
to be made under Sections 10 or 11 of this Award Agreement, and any controversy which arises under
this Award Agreement shall be settled by the Board in its sole discretion.



     Section 14. Withholding Taxes



     The Grantee agrees to make appropriate arrangements with the Company for satisfaction of any
applicable Federal, state or local income tax or payroll tax withholding amounts required by law to
be withheld, including the payment to the Company at the time of exercise of an Option of all such
taxes and requirements. The Company is not required to issue shares upon the exercise of this
Option unless the Grantee first pays in cash or by share withholding to the Company such amount, if
any, of tax withholding. The Company may, in its discretion, accommodate the Grantee’s request to
have additional tax withholding taken at the time of exercise.



     Section 15. Nonqualified Stock Option



     This Option is not intended to qualify as an “incentive stock option” within the meaning of
Section 422 of the Code, and shall not be so construed.



     Section 16. Notice



     Whenever any notice is required or permitted hereunder, such notice must be given in writing
by (a) personal delivery, or (b) expedited, recognized delivery service with proof of delivery, or
(c)



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United States Mail, postage prepaid, certified mail, return receipt requested. Any notice
required or permitted to be delivered hereunder shall be deemed to be delivered on the date which
it was personally delivered, received by the intended addressee, or, whether actually received or
not, on the third business day after it is deposited in the United States mail, certified or
registered, postage prepaid, addressed to the person who is to receive it at the address which such
person has theretofore specified by written notice delivered in accordance herewith. The Company or
the Grantee may change, at any time and from time to time, by written notice to the other, the
address specified for receiving notices. Until changed in accordance herewith, the Company’s
address for receiving notices shall be Quest Resource Corporation, Attention: Chief Financial
Officer, 9520 North May Avenue, Oklahoma City, Oklahoma 93120. Unless changed, the Grantee’s
address for receiving notices shall be the last known address of the Grantee on the Company’s
records. It shall be the Grantee’s sole responsibility to notify the Company as to any change in
his or her address. Such notification shall be made in accordance with this Section 17.



     Section 17. Severability



     If any part of this Award Agreement is declared by any court or governmental authority to be
unlawful or invalid, such unlawfulness or invalidity shall not serve to invalidate any part of this
Award Agreement not declared to be unlawful or invalid. Any part so declared unlawful or invalid
shall, if possible, be construed in a manner which gives effect to the terms of such part to the
fullest extent possible while remaining lawful and valid. Additionally, if any of the covenants in
Section 9 are determined by a court to be unenforceable in whole or in part because of such
covenant’s duration or geographical or other scope, such court shall have the power to modify the
duration or scope of such provision as the case may be, so as to cause such covenant, as so
modified, to be enforceable.



     Section 18. Binding Effect



     This Award Agreement shall bind, and, except as specifically provided herein, shall inure to
the benefit of the respective heirs, legal representatives, successors and assigns of the parties
hereto.



     Section 19. Governing Law



     This Award Agreement and the rights of all persons claiming hereunder shall be construed and
determined in accordance with the laws of the State of Oklahoma without giving effect to the
principles of the Conflict of Laws to the contrary.



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     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed and the Participant
has hereunto set his or her hand effective the day and year first above written.





	 	 	 	 	 
	 	QUEST RESOURCE CORPORATION

 	 
	 	By:  	/s/ Jerry Cash 	 
	 	 	Title: 	Chief Executive Officer 	 
	 	 	 	 
	 
	 
	 	 	 	 
	 	PARTICIPANT
	 
	 	 	 	 
	 
	    /s/ William Damon III	 
	 	 






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